Business Context and Reporting Period
Company: Callan JMB Inc. (CJMB)
Filing Type: Form 8-K (Current Report)
Date of Report: March 10, 2026
Event: Entry into a Material Definitive Agreement (Amendment No. 1 to a Common Stock Purchase Agreement with Hexstone Capital, LLC).
Key Financial Metrics
This filing is a current report regarding a contractual amendment and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes Versus Prior Period
The filing details specific amendments to the Common Stock Purchase Agreement originally dated July 24, 2025. Key changes include:
- Maturity Date: Extended to April 1, 2027.
- Regular Purchase Price: Revised to 95% of the lowest daily trading price during the measurement period (reduced to 75% if suspended or delisted).
- Measurement Period: Now begins upon receipt of the Purchase Notice and ends when aggregate dollar volume equals five times the Purchase Amount (minimum five Trading Days).
- Leak-Out Provision: Monthly resale limitation revised to the greater of $25,000 per Trading Day or 20.0% of daily trading volume.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to file a prospectus supplement relating to the transactions contemplated by the Amendment. All other terms of the original Purchase Agreement remain in full force and effect.
Risks and Contingencies: The filing references the full text of the Amendment (Exhibit 10.1) for complete terms and conditions. The pricing mechanism includes a discount to market price (95% or 75%), which may impact existing shareholders through potential dilution depending on future issuance volumes.
Important Facts for Investor Verification
- Verify the full text of Amendment No. 1 (Exhibit 10.1) for complete legal terms and conditions.
- Monitor the Company's upcoming prospectus supplement filing regarding the amended agreement.
- Assess the potential dilution impact of the revised pricing formula (95% of lowest daily price) and the extended maturity date.
- Review the "Leak-Out Provision" limits to understand potential selling pressure from the Investor.